Having a Marvelous Time
by Pumpkin King the 13th
Summary: Chaos reigns and steampunkery rules when ten Marvel heroes find themselves in Valhalla. Why are they here? They don't know, but the villains are sure going to make the most of it.
1. Chapter 1

It's not very well known that, if you are extremely skilled, you can detect someone by hearing the noise they're _not_ making.

When people especially skilled at sneaking are in "sneak mode", they actually make so little noise the decibels are measured in negative numbers. They can reduce the amount of natural noise in their immediate area through an aura of non-sound. This, in turn, can cause some people to sense them, not by hearing them, but by not hearing them. It's almost a separate sense than hearing, if used correctly, and many people can't. In the history of any given Earth, there are about two dozen people who could. Most are dead, or at least, not on Earth any more.

This was one of those people.

He crouched silently, sweat dripping off his face. The shadows of the rocky ceiling provided a lot of cover, but for how much longer, he didn't know. He watched in horror as a bead of sweat seeped through his mask and dropped the long, long distance toward the ground. It splashed, making an unnaturally loud noise. He winced as the microscopic echo lasted much longer than it should have had any right to, and then waited. Maybe she hadn't heard--

A blade swished through the air by his shoulder, so sharp he could feel the sting of the air current it created. Almost faster than his attacker could see, he raised his arm toward the opposite wall.

_Thwipp._

Spider-Man swung across the cave, landing on all fours vertically on the opposite wall. The green-clad ninja leapt in pursuit, blades flashing unnaturally fast before her. Spider-Man rolled along the wall it was a horizontal surface, causing the ninja to miscalculate her trajectory and land, blades first, into the wall.

She hung there, blades sticking into the rock, trying to catch her breath. She looked at him, panting underneath her mask. Spider-Man looked back, face also masked, trying to decide what to do next.

"We don't have to fight, you know," he said cautiously. Neither of them moved for a second. Spider-Man suspected that her arms must be getting tired, and the ground was a long way away. "I can help you get down. I can get beneath you, and you can just drop." She seemed to agree, but a lifetime of mistrust made her pause.

"How do you know you won't kill me once I let go of my swords?" She asked.

"Lady, you're dangling helpless above a thirty-foot drop with almost no way to get down safely. If I wanted to kill you, I'd have left and let gravity take care of it."

"True," she replied, shrugging as best she could while hanging on for dear life. "I can climb up okay, but I was expecting your corpse to break my fall on the way down."

"I'm glad to know I was in somebody's plans for the future."

Spider-Man shot a web into the ceiling above the ninja's head and swung to a spot suspended just below her.

"C'mon, jump," he said.

"No," the ninja said, suddenly stern. Her voice took on an edge of steely resolve. "A ninja must find her own way. Rely on no one, for everyone always lets you down in the end."

"But isn't that what you want? To be let down?"

"No. I will figure a way down."

She was silent for a moment.

"How, exactly?" Spider-Man asked.

"I…I will attach a grapple line to the wall and rappel down."

"What grapple line?"

"I will jump off the wall and catch my blades in the rock on that side, then jump again until I can get to the bottom."

"The other side is about forty feet away. And it's all smooth rock on that side."

"I will…I will call my comrades for assistance."

"You just said a ninja must make her own w--"

"Enough!" the ninja yelled. "I will find a way down. I don't need help from a man with ropes coming out of his arms."

"Alright," Spider-Man said, lowering himself down on his 'ropes'. "It's your funeral."

The ninja looked at the wall, then the ceiling, then at Spider-Man, then caught sight of the distance to the ground, and instantly regretted it. She mumbled something.

"I'm sorry?" Spider-Man asked, stopping.

"I said I need help getting down," the ninja said.

"You'll have to speak up."

"I said I need help!"

"I heard you, no need to shout," the masked man said disapprovingly. "Okay, I'll catch you. Just drop."

The ninja looked down to Spider-Man's arms, and came to the conclusion that she didn't have a choice.

She let go of her swords and dropped.

She landed lightly in Spider-Man's arms, to her pleasant surprise.

As he lowered himself and the ninja down, he said, "So?"

"So what?"

"Usually, there's something people say when their lives get saved," Spider-Man said, setting the ninja on her feet on the ground. "Or do you not have that on this planet?"

"No, we don't."

"Oh, fine then."

The ninja began to walk away, and Spider-Man followed behind her.

"Why are you following me?" The ninja asked.

"I was hoping I could find out your name," Spider-Man said, stepping over a branch. They had entered a heavily forested area, and judging by the humidity, there was a swamp nearby. He didn't know what kind of crazy world he'd landed on, or why there seemed to be some incarnation of the ninja _on every single planet_, but he was determined to get some answers.

"That's none of your business."

"Moriko!"

The ninja cursed and looked in the direction of the new voice. A machete sliced through the thick underbrush, and following closely afterward was a man in a cowboy hat. He had some sort of cloak wrapped about him, and an ancient-looking rifle on his back. The man saw Spider-Man and stopped.

"Uhh…?" he asked.

"He assisted," Moriko said through clenched teeth, and stepped through the hole in the jungle created by the new man. Spider-Man shrugged and held his hand out to the man.

"Spider-Man, friend. Can I ask where I am? Physically speaking?"

"Erm…" the man said, looking from where Moriko had gone back to Spider-Man. "Y-y-you would p-p-probably have to t-talk to Ullar."

"Ullar?"

"He's our g-g-gen-gene….boss."

"Really?" Spider-Man said. General? There was some sort of war going on? That would explain why he was attacked on sight, actually… "Well, take me to your leader!"

*****

If Spider-Man hadn't been raised in New York, he might have been offended by the stares he got. It was a little weird, though. Back home, people worshipped the ground he walked on the few occasions he went out in public. When he saved someone's life, they panicked trying to thank him, but here…it was all crazy. Vaguely human creatures stared at him as he entered the camp. Snake things lurked in a pool of water nearby, half-seen. And to top it off, there was a dragon. A freakin' _dragon_. Just sitting there, curled like a cat, smiling a snaggle-toothed smile, watching him.

"Uhh…" Spider-Man said, catching up to the sniper. "What's going on here?"

"W-we're 'bout to meet up with J-j-Jandar and attack an enemy p-placement," the man stuttered.

"Uh-huh," Spider-Man said, getting a particularly nasty look from a particularly large snake. "Who is Jandar?"

"You'll have t-to ask Ullar," the sniper repeated.

Soon enough, he got the chance.

Spider-Man was led into a round room that looked as though it was grown from the plants around it. In the center was the table, and seated around it, from left to right, were Moriko, two winged men in rapt discussion, and someone Spider-Man knew very well.

"Cap!"

Captain America looked up and smiled.

"Parker!" he said happily. He stood up and shook Spider-Man's hand, then offered him a seat like an old friend. The two men looked up. One was blond and wore shining silver plate armor with gold trimmings, and blue pants underneath. He looked Spider-Man up and down and asked Captain America, "So this is your friend?"

"Yes," Cap said. "I knew he was here, just not where he was. Glad to see you again."

"Great to be here," Spider-Man said, leaning back in his chair. He leaned so far back the chair was balanced perfectly on two legs. Then he gave Moriko a look. "I almost wasn't, you know."

Moriko slunk further down into her chair, but the other winged man, dressed in green and silver, raised an eyebrow.

"Moriko attacked you?" he said. "Interesting. Usually, she has to tell us she attacked someone, because those she attacks don't live to say so. Anyway, I don't think we were formally introduced."

"Ah, yes," Cap said. He gestured to the blond man. "This is Jandar, and his friend is Ullar. They are two of the Generals of Valhalla."

"Hi," Spider-Man said. "I'm Spider-Man. Wait, Valhalla? Didn't Thor say something about that? Well, we can just call him up and have him mojo us back home, right?"

"As far as I can tell, this is a _different_ Valhalla," Cap said, wincing.

"You don't mean…?"

"I'm 'fraid so. Alternate universe."

"Ugh, I hate alternate universes," Spider-Man said, rubbing his temples. "They always make my head hurt."

"Anyway, things are a bit complicated. I'll let Jandar explain."

"Thank you, Rogers," Jandar said, standing. He tapped the table, and little lights began to hover above it. Spider-Man looked closer, and saw they were bugs. Like little trained lightning bugs, they assembled themselves into a map like a constellation. Jandar cleared his throat and continued.

"Six years ago a Kyrie named Thormun--"

"Kyrie?" Spider-Man interrupted.

"Native people of Valhalla," Cap said.

"Yes," Jandar said. "Thormun stumbled upon what we now call the Wellsprings. They granted him amazing powers, not the least of which was visions. Visions of warriors from other worlds, locked in combat or waging war. He stopped drinking the Wellsprings, and so lost these visions, but others followed his lead."

He tapped the map again, and two men appeared, standing like colossi on the map, arms folding and staring each other down. One looked like Jandar, but the other was decidedly more sinister.

"Two Kyrie, myself and another named Utgar, drank of the Wellsprings, claiming their power for two very different ideals. I wanted to bring total peace to a land with tribal infighting, and Utgar wanted to conquer it. But these visions plagued us. What were they for, if not a warning, or a sign? A sign that these warriors were to be our armies. And so, we devised ways to summon these warriors from their home worlds on the event of their deaths to Valhalla, to fight for us."

He tapped the map again, and two armies of little figures crowded around each Kyrie's feet.

"Three more Generals drank of the Wellsprings, massing their own armies."

Three more Kyrie appeared on the map, standing so that they all were the same distance away from each other, with their own armies of little figures around their feet.

"For a time, we fought for control amongst ourselves, each not willing to give the other ground, even though the four of us, excluding Utgar, fought for nearly the same goal. Peace."

The armies massed together, as if waging war.

"But while we did so, Utgar's power grew to enormous proportions. And then I had another vision. This time, of a number of amulets. Objects of power that, in my vision, allowed Utgar to transport his troops, en masse, to the homeworlds of our warriors. That is why the other Generals and I formed an alliance; to isolate the devastation to one world only. This one."

Jandar sat and the glowing map disappeared. Then he sighed and rubbed his temple.

"There is no need to make other worlds suffer for our mistakes."

Spider-Man saw that 'I'm Captain America and I approve this valiant effort' look on Cap's face, and rolled his eyes beneath his mask.

"So you summoned us?" He said, putting out his arms to balance the chair on one leg. "Didn't you say you only summon people when they're about to die? Hah. Plenty of times to choose from, eh, Cap? But the thing is, I don't remember being about to die. In fact, I remember MJ, and a dinner, and a robbery, and some police, and a great evening, but not much else."

"That's just it," Cap said. "Neither do I. Jandar didn't summon us."

"Well, who did?"

"No one."

"So, by some weird cosmic coincidence the two of us are both in a crazy Viking afterlife where all kinds of summoning and war are going on?"

"I'm afraid so."

"Geez, where's Strange when you need him, huh?"

"And it's not just us. I know Banner is here, and I saw Doom."

"You sure?"

"Yes," Cap said gravely. "And Banner's very angry."

"I don't like him when he's angry."

"Nobody does."

"If I may interrupt, good sirs," Jandar said, standing. "Maybe this was a good thing. A child could see you two are great warriors. Why, Rogers has told me of your accomplishments, and you seem to be very able fighters. With only one common enemy from your world, you could easily defeat him and help us win this war!"

"Two problems," Spider-Man said. "One, Doom's not stupid enough to just be taken down by the two of us. It'd take Armageddon to shut him down permanently. In fact, I think he took Armageddon in the face once. And B, the Hulk's here, too. He's impossible to stop. We'd need to calm him down, and for that, we'd need an empath."

"This…Hulk," Ullar said, rubbing his chin thoughtfully. "Is the Banner Rogers mentioned, correct? The large green beast?"

"Yes," Cap said, leaning on the table and gesturing with his hands. "Normally, he's a human, and a rather slim one at that. He once was a scientist who was trying to develop a technology that--"

"Oh, _technology_," Ullar said dismissively. "I could never understand it. Just skip forward, if you please."

"Alright. Well, when he gets angry or agitated, he transforms into the Hulk. The only way to get him to transform back is to calm him down, usually with whatever empath was handy back on Earth."

"An empath…" Jandar said. "We may have an empath here on Valhalla."

Spider-Man let his chair down on all four legs.

"Why does that not surprise me?" he said. "Where is he? Imprisoned in the Mountains of Doom guarded by the Cyclops of Evil, which is surrounded by the Valley of No Return?"

"No," Jandar said, staring at Spider-Man, eyebrow cocked. "She is in my fortress. After a very…strange series of events she was promised permanent sanctuary from war. She will not take being called into battle lightly."

"Well, what are we waiting for?" Spider-Man said. He got to his feet and stretched. "Let's get to that fortress."

"I'm not scheduled to leave for a week yet," said Jandar, rubbing his temples. "After the siege."

"Siege?"

"Our Valkyrie friends are planning a siege of an enemy fortress," said Captain America. "Held by Utgar. I was thinking of helping out. I couldn't ask you to participate in a war you know hardly anything about."

"You don't have to, Cap," Spider-Man said. "I trust your judgment to the ends of the universe. Been there too many times to think otherwise."


	2. Chapter 2

"Wine?"

"No, thank you. I've stopped drinking."

Vydar didn't know why on Valhalla anyone would stop drinking, but he put down the pitcher anyway. He sat in his dining room, at a table fully furnished for a dinner for two. The man across from him was human, as far as he could tell. He was middle-aged, by human standards, with short black hair and a thin moustache.

"Hmm," the man said as he cut another piece of the meat before him. "This is excellent. I don't usually get to try off-world cuisine."

"I'm glad you enjoy, Mr. Stark," Vydar said. "The jabberwocky, the finest meat in Valhalla. Now, do continue."

"Yes, I'm sorry," Stark said politely. "Yes, as I was saying, this all seems very interesting, but I really don't know what I'm doing here. The last thing I remember is sitting at home. And then I'm…here? Where is here, again?"

"Valhalla," Vydar told him again.

"Hmm. Valhalla. I seem to remember Thor saying something about that."

"I don't know anyone named Thor."

"No, you'd definitely remember him if you saw him," Stark said, sipping his water. "Anyway, about these Wellsprings. You say four others have drunk of them?"

"Five. We have received reports that another Valkyrie has revealed herself. We do not yet know what part she will play."

"It's this Utgar that concerns me," Stark said.

"As well he should. He as driven his armies with a power-hungry blood rage since the war began. The other Generals and I have expended all our energies to stop him, but he seems to get stronger with each passing month."

"I've fought plenty of power-hungry tyrants in my time. I could help you. For a price, of course."

Vydar smiled. And what a price it shall be.

"Price? One would think that a warrior would serve a General without question, if that warrior ever wanted to see his home world again."

"Touché. You are positive you can send me back to _my_ Earth?"

"Not of my own power. You see, there are these amulets."

"Amulets, you say?"

*****

"Oh, yes. Objects of fantastic power."

Utgar poured the strong wine into his guest's cup. His guest lifted the cup and somehow managed to drink through his mask.

"How many of these amulets are known to exist?" His guest asked, after drinking.

"Sixteen," said Utgar. He leaned back in his expansive padded chair. "I have two in my possession. Another two are held by my enemies. The other twelve remain to be found."

"What kind of power are we speaking of?"

"The power to create a bridge to another world. When combined with the power of the Wellsprings, they allow mass transport of warriors to other worlds. The exit portal could come out anywhere I like. Inside a fortress, within an armory…"

"Inside the White House, in a nuclear power plant, at a major population center…"

The guest leaned back and steepled his armored fingers.

"The possibilities are intriguing, I must admit. However, I am sensing a 'but' in the next sentence."

"There is an obstacle," Utgar agreed.

"I am Victor Von Doom. What you call an insurmountable obstacle is mere child's play to me."

"Four armies are not mere child's play," Utgar snarled. "Nor are they insurmountable. Merely…trouble."

"Trouble indeed."

Doctor Doom closed his eyes, his brain running through his choices.

"I will help you in this war. I am sure Red Skull and the Abomination will side with me. Thanos, however, will be a problem. He is not easily swayed by logic and reason."

"Then we will have to persuade him by other means."

"I doubt he will stay here long. He is rather extra-dimensional, you see. He's quite capable of going home himself. It's probably only a matter of time before he will simply fly away and teleport home."

*****

"If I could go home, I would have already. Something is blocking my ability to phase through dimensions."

Einar didn't know what his shiny friend meant, but he got the general idea.

"You are stuck on this world," Einar said. He looked out over the balcony rail that the newcomer sat on. His silver craft hovered beside him. "If I were able to send you to your home world, I would."

"Unless you had power over time, you could not send me back, even if you had the power to transport me to my native dimensional space."

The Surfer lowered his head and shut his eyes.

"My Zenn-La was destroyed long ago."

"I cannot pretend to know an alien being's emotions, but know that I lost many of those near to me. I can feel your pain as freshly as if it were mine. Not long ago, my home village was razed to the ground." Einar swallowed the lump in his throat. "There were no survivors."

"We are brothers in loss, then. After thinking, I have no desire to return. What is waiting for me there but another reminder of my Zenn-La?"

He raised his head, and looked over the dry prairie beneath him. Human soldiers dressed in red drilled below. A war, he thought. Another battle, another bout of spilled blood and broken dreams. But could he do some good here? Could he try and right the wrongs he'd caused?

"I will fight for you, Einar."

"I could not ask you to spill blood for a cause you do not believe in. Are you sure?"

"Yes," said the Silver Surfer. "Yes I am."

"You will have a place of honor in my halls. Thank you."

"No, Einar. Thank _you_."


	3. Chapter 3

"There is a complication."

"I don't like complications," Spider-Man said. "They're too complicated."

"Indeed."

Ullar waved his hand over the magical model of the fortress.

"As I said, it is decrepit and hard to defend. The walls are weak, having been built nearly a century ago. But," Ullar paused as the fortress was covered by the tiny bugs, arranged as a glowing shield. "The fortress contains an amulet. This particular one has been activated, and it has projected a shield over the entire fortification. It has repelled every arrow, bullet and magic shot we have thrown at it. But we have witnessed the enemy moving in and out through a gap in the shield, here."

Ullar pointed to a small arch of stone that was set into the fortress at ground level.

"Somehow, it repels the shield in this one spot. Only at this point is it accessible. We need someone to go in and deactivate the shield."

"Namely, us."

"Yes," Ullar said, closing the magical model. "I cannot stress the importance of capturing this amulet. Utgar's reinforcements are on the move, and if they reach the fortress before we can claim the amulet, it is as good as Utgar's. We must claim it soon if we are to claim it at all."

"Okay, let's go."

"We can't just waltz in, Parker," Cap said, folding his arms. "We're both pretty easy to see. They'll see us a mile away."

"So? We've walked through bullets before."

"This is magic. There are probably lots of worse things than bullets here."

"Well, then, what's the plan, bossman?"

"You could fight magic with magic," Ullar said. "We have ways of making things invisible, or nearly so. Let us talk with Sonlen. He is a powerful wiz--excuse me, _Archmage_, and he could conceivably come up with a temporary solution. Come."

Ullar left the room, followed by Captain America and Jandar. Spider-Man started to follow, but was stopped.

"Hey," Moriko said.

Spider-Man had almost forgotten she was in the room because she was so quiet. But, that was what ninjas did, didn't they?

"Thank you," she said reluctantly. "I couldn't have got down without you."

"No problem. That's my job."

"Ahh…after you come back from the fortress, do you think that--"

"I'm married."

"What?"

"I'm married. Sorry."

"Oh, no," Moriko said. "I'm sorry, I--"

"No harm done. Easy mistake. Not like I wear a ring or anything."

"So, uh…"

"No awkwardness?"

"No."

"Friends?" Spider-Man asked, extending a hand.

"Yes," Moriko said. She shook it and nodded. "Who is she?"

"Girl called Mary Jane. Normally, I wouldn't tell you that, but you're from a different Earth, so you seem safe."

"She's lucky to have a powerful man like you wrapped around her finger."

"Is she ever," Spider-Man grinned beneath his mask. "See you around?"

"Yes."

Spider-Man turned and slung a web at a run, swinging away into the trees.

"Invisibility's a tricky proposition," Sonlen said. He lounged against a tree with his dragon on his hand. He was feeding it some meat with an indifferent expression. "It can go many ways, none of them pleasant. I knew an elf who tried it, and messed up. Only his skin became invisible. Nasty stuff."

Captain America rubbed his chest nervously. He didn't like magic. You couldn't explain it, you couldn't question it, you couldn't know how it worked. It was just magic, it worked by magic, and you had to leave it at that.

"Asolofft!" Sonlen called to a nearby elf.

The elf walked up and bowed.

"Yes, Archmage?" he said.

"Go get me the Tome of Illusion. We need to get an invisibility spell up and running yesterday."

"Immediately, Archmage."

"Hmm," Sonlen murmured as the elf ran off. "Asolofft's name, translated loosely into your tongue, means 'Kicker of Leaves'. He sculpts these fantastic dioramas of the terrain features back on Feylund."

"How does that help us, Sonlen?" Ullar asked patiently.

"It doesn't," Sonlen sniffed, putting his dragon on his shoulder and standing up. "I just thought it was interesting. Ah, here's the Tome. Thank you, Asolofft."

"My pleasure, Archmage."

"Let's see, let's see," Sonlen said, licking his finger and flipping through the pages of the Tome. "Invincibility, invitation, inviolate…doesn't seem to be in here…"

Just then Sonlen's dragon twittered something. Sonlen looked at it and raised an eyebrow, then looked at the book.

"You think? I wouldn't think so, after the big magic book fire back on Feylund. But I'll try."

He carefully turned to the place where the Elven word for 'invisibility' should have been, and ran a finger over both pages. He seemed to feel something.

"Aha! Clever writers. They made the page itself invisible. I bet they thought they were right comedy geniuses. Oh, well. Simple fix, really."

He murmured something, and the page became visible. He read it, winced, and looked up.

"Well, I have good news and bad news."

"Yes?" Ullar said through his teeth, now quite frustrated.

"I can make you invisible, but you can't talk. Or make any noise at all. Or think too loudly. Really, you won't be able to communicate between the two of you at all. You'd really have to have it all planned beforehand."

"What happens if we talk?" Cap said, wincing.

"Well," Sonlen said, shutting the book and rubbing his chin. "How fast do humans burn?"

"Don't you have anything else, Sonlen?" Jandar asked angrily.

"Weeelll, either that, or we cover you with leaves and hope they aren't looking in your general direction."

"Look, how long does this last?" Spider-Man demanded. "As long as we can get in, we can stay undetected for a long time."

"As short a time as you need," Sonlen said. "Thirteen minutes, at maximum."

"Okay, let's just get it over with," Cap said. "Where is the fortress?"

"So, how does this armor of yours work?"

Vydar stood in front of Tony Stark, who was directing some Soulborgs who were attempting to guide the Iron Man suit into an enclosure like the one it was in back on Earth. Tony still marveled at Vydar's headquarters. The black-winged Kyrie had managed to do with steam power and brass gears what would have taken him atom-splitting and a truckload of adamantium to do. He might even be smarter than…no, he couldn't be.

"I could tell you," Stark said, looking at Vydar. "But then I would have to kill you."

Vydar started to laugh, but he quickly stopped when he saw Tony's serious face. He cleared his throat and composed himself.

"You're not joking."

"Nope."

A Kyrie walked up and bowed.

"Message, General Vydar."

"Yes, Kheeta?"

The Kyrie stood up straight and recited the message from memory.

"Lord Jandar would like to inform his allies that he and Lord Ullar have acquired two powerful warriors by the names of Captain America and the Spider-Man. They will bring about a new age of power to the Valkyrie alliance. End message."

The Kyrie's posture slackened somewhat.

"Between you and me, sir," Kheeta said quietly, "I think he's joking. Spider-Man? Pfft. Sounds like some mutant half-breed. Anyway, I'll be off, sir."

"Dismissed," Vydar said. After the messenger had flown away, he chuckled to himself. "Kheeta Kongo. Strange sense of humor, that one. Anyway, I think the message might be a fake. A warrior named Spider-Man _is_ unlikely."

"No, it's not fake," Stark said, smiling. "I know those two personally."

"Really?" Vydar said. "My, my. It'll be quite the reunion, then."

"Why?"

"It's customary for new allied warriors to meet once a year, at the Valkyrie's annual meeting. It is next month. I assume you will be coming?"

"Why not?" Tony said. "I need to catch up with Cap and Webhead anyway. Find out what they're doing here, and if they know why we're all here in the first place."


	4. Chapter 4

_The Surfer flew low over the grass, leaving a trail of crushed plants as he went. He flew fast and furiously toward the mountain, trying to think._

_What had he done?_

_Why did he feel a strange attachment to this place?_

_Why did he not want to leave?_

_He leaned over and let his hand brush against the grass._

_No, it still felt mostly like Earth. Why, then, was he reminded so much of Zenn-La?_

_Whatever the reason, he would not be leaving. He had pledged his body to Einar, and the Surfer's word was his bond._

_Spider-Man tried to stay silent. But it was hard to not cry out when you're running across the rocky plain, stepping on stones without being able to stop for fear that you'll use up your ten minutes of cover. _

_He had no idea where Cap was. He assumed he was somewhere next to him. He hoped._

_He could see the fortress, a dilapidated little thing; he saw the stone arch that he could pass through. He wondered how he was supposed to make sure he and Cap were both in without seeing each other or speaking._

_Oh, well._

_He vaulted over a rock, swung around a tree on a web, and landed lightly on the wall next to the stone arch. He poked his head in; no sign of guards. He stood in the arch, cautiously testing the ambience of the area, trying to determine if any beings were on the other side, how many there were, if an ambush wa--_

_Captain America slammed into his back._

_The weight of a fully grown man and his adamantium shield running at full tilt propelled the standing younger man into the opposite wall. The two invisible men bit their tongues as they fought to stay upright in the tumble caused by Cap's momentum. They struggled for a second, each trying to get to his feet when they couldn't even see their own feet, or the body of the other man they were tangled up with._

_They both stopped._

_Spider-Man felt a tapping on his arm. Morse code._

_I've been keeping track, _Cap tapped. _We have three minutes._

Spider-Man felt around and found a body part that wasn't his.

_I'm going to stand up, _he tapped back. _And stand next to that wall until the spell wears off._

_I'll stay still_, Cap tapped. _And Parker?_

_Yes?_

_Please don't tap me there._

_Sorry._

Spider-Man stood carefully, and sat next to the wall, rubbing his bruises.

Three minutes later, Spider-Man could see Captain America, sitting against the opposite wall. He wanted to speak, but wasn't sure the spell wore off.

"He-hello?" he said, and winced.

No eldritch fire came to smite him, so he stood. Cap nodded and stood, pulling out their instructions from a pocket on his belt.

"We need to find the center chamber," he whispered.

"How did they know where the amulet was?" 

"They didn't," Cap answered, putting the paper back into his pocket. "The object of great magical power is always in the center chamber. Come on, let's go."

The walls of the fortress were once stone bricks, but were now so mold-encrusted they might as well have been in a cave. Spider-Man took to the ceiling and scouted ahead, using his better night vision to guide Cap through the dark tunnels.

They headed toward what Spider-Man reckoned was the center, and sure enough, some time later, he saw the hallway branch off toward a large room with a vaulted ceiling. It was mostly featureless, except for a moldy well against one wall and, in the center, the amulet.

It stood suspended in midair on a pedestal, hovering by some magical means. A single rotted-out hole in the ceiling let light shine in directly on the amulet, and on the two robotic guards standing next to it.

Spider-Man retreated to the hallway and signaled to Cap.

"If we're in a fantasy world, how are there robots?"

"How many?"

"Two. But…robots? It just doesn't seem right."

"Never mind that," Cap said, risking a peek around the corner. "Just concentrate on how to kill them without letting anyone else know we're here."

"They shouldn't even be here," Spider-Man grumbled. "Freakin' robots. I kill enough of the darn things at home, without having to drop more here."

He climbed up the vaulted ceiling, meaning to get above them.

However, if he had mental wi-fi access, he could have heard the following conversation:

"Ever wonder why we're guarding things, Delta?" One of the Zettian Guards said electronically.

"Nope."

"Not at all?"

"Not at all."

"Hmm. Well, I do."

"**That's part of your problem, Beta,**" Delta said, typing in bold to show his frustration. "You have _imagination_. Always wondering why, always trying to look over your enormous shoulder to see if they're something behind you instead of looking ahead and doing your job with no questions."

Beta was quiet for a second.

"I think they think we're expendable," he said finally.

"Of course we're expandable. They can make a dozen of our bodies in a week. We can just download our brains into another body. We barely even have names, for Steel's sake!"

"Yeah, well, it still hurts. We-- wait, what was that?"

"Sounded like a 'thwipp'" Delta said, scanning the darkness of the far corner.

Beta also looked in the same direction that Delta was scanning.

"You know what it sounded like?" he asked rhetorically. "It sounded like a silky-type thing being shot. Like a web or something. A web shot."

"Oh, please," Delta scoffed. "Next, you'll tell me we'll be killed by a guy who fights with a shield."

"Yeah, I guess that was a little--"

Cap's shield crushed the back of the Soulborg's head, ricocheted, and hit the other Soulborg before bouncing back to his waiting hand.

"Well, crap," Beta said before shutting down.

"Good shot, Cap," Spider-Man said, dropping down from the ceiling. "Now to get that amulet."

"Wait a second, Parker," Captain America said. He held up his hand and looked around. "Something's not right."

Spider-Man's hand hovered over the amulet.

"You thinking a trap?" he asked. "Indiana Jones-style? Big boulder or something?"

"No…It sounds like claws…"

Just then, a tiny green head appeared above the edge of the well on the far side of the room. A little creature climbed over the stone wall and landed on the ground. As Spider-Man walked up to inspect it, it shook itself like a dog and looked up at him.

"What is it?" Spider-Man asked Cap.

"I don't know, but don't get any closer. We don't know what it's capable of--no don't pick it up!"

Spider-Man held the little green and orange thing. It hardly weighed anything at all. He held it to his chest like a kitten and stroked it.

"Parker, we're in the enemy base, guarded by robots and God-knows-what-else, and you want to adopt a pet?! We don't even know what that thing is! Just put it down before--"

A roar shook the stones around them, making dust fall from the ceiling. 

"Momma gets here," Cap finished lamely.

An orange blur shot out of the well, a long and slinking shape that headed straight for Spider-Man. Cap tossed his shield, and the snake recoiled, glaring at him.

The monster still dripped with sludge from the well, green against the dingy orange of its armored skin. It glared at Cap with colorless, soulless eyes. It knew they were the enemy.

Admittedly, it was probably the costumes.

It shot forward, slithering on its belly toward an astonished Cap. It reared back, and lunged, jaw spread wide. Cap was not easily taken off-guard. He caught the creature's maw on his shield, using the thing's own momentum to dislocate its jaw. While it was stunned, he sidestepped and punched the thing in the eyes.

The creature shrieked and slithered painfully backward, trying to flex its dislocated jaw.

At that moment, the small creature in the surprised Spider-Man's arms gave a shriek and leapt toward the larger one. The huge beast caught the little one in its tail, quickly crushing it in its coils. The small creature gave only a pitiful squeak as it was tossed into the air and down the huge creature's gullet.

Seemingly re-energized by its meal, it flexed its mouth, and with a sickening snap, relocated its own jaw.

"Any idea what it is?" Spider-Man said, backing away.

"Whatever it is, it's between us and that amulet. I'm not going to let it stop me."

"Right behind you, Cap."

Spider-Man slung a web and took to the ceiling, while Cap ran straight toward the monster. The beast reared back to attack, but Spider-Man shot a web from the ceiling into its eyes. It screamed and rubbed at its eyes with its tail. Cap leaped up, pulled back his fist, and landed on the monster with the concentrated force of a freight train. 

The monster slumped backwards, shrieked pitifully, and slunk to the well. It slithered in and slipped away, sinking into the muck.

"Whew," Spider-Man said. "I have a feeling that could have been about fifteen times worse."

"Never mind that," Cap said. "Let's just get that amulet and get out of here."

The 'bot was good, he had to give him that.

Iron Man took a breather behind a rock. It wasn't often a robot gave him this much trouble. Even two robots didn't do this much damage. He examined the smoking blast burn on his shoulder. It could be fixed, but them getting that near…it was unnerving.

Reminding himself it was only a practice fight, he peeked over the rock.

And immediately ducked back down to avoid the energy beams.

Blast! They knew where he was now! He ignited his boots, planning to take off…

But realized he wasn't going anywhere.

He turned. The smaller robot had found him. It held out a claw toward him, and an orange energy in the shape of a claw clamped down on his body. His suit's computers scanned it in seconds; an energy field that increased the personal gravity of whatever it clamped on, pinning it down. The Soulborg swung a huge orange blade at him. It glanced off Iron Man's armor, and he returned it with two energy blasts from his palms. The Soulborg nimbly dodged and slammed his foe into the rock next to them. Iron Man just barely saw the bigger Soulborg had climbed the boulder above him. It pointed its guns, which whined as they were charged.

"Enough," Iron Man said. "Uncle. Uncle."

Immediately, the smaller Major released the orange energy and stepped back.

Iron Man shook his head and stretched the crick out of his neck.

"Whew," he said. "Haven't had a workout like that in a while. Thanks, friend."

The Soulborg merely nodded, shouldered his sword, and walked back into the fortress. Iron Man followed.

When the huge metal doors creaked open, a noise echoed from the inside of the dark interior. A tiny shape skittered across the floor. It had six thin spider like legs that moved in a blur below a roughly humanoid torso. It reached Major X17, and without stopping, climbed nimbly up his leg to his shoulder.

"Wow," it said in a vaguely female, if synthesized voice. Sparks began to leap from its hand as it soldered the larger Soulborg's shoulder. "What did this? Was it those fracking 'Walkers again? If it was, I'm gonna have a strong word with Vydar, 'cause your chassis can't handle much more shrapnel without a total shutdown and rehaul. That'll take me weeks by myself, and you'll be out of commission the whole time."

X17 merely pointed at Iron Man, who stood there, a little confused. The tiny Soulborg stopped welding and seemed to notice him for the first time.

"Who the heck are you?" she demanded.

"A gladiator from Earth," X17 said. His voice was low and gravely, as if passed through a few different electronic mediums before being expressed on bad speakers. "We did some training."

"'Training' by shiny metal--"

"V13."

"Sorry."

"She was my pit mechanic back on Alpha Prime," X17 explained. "Helped out a few times on Valhalla, too."

"Helped?" V13 exclaimed. "You'd be one rusted-out outmoded son-of-a-motherboard if it wasn't for me. Just be thankful I still work on your hulk of metal."

Iron Man was still rather stuck on the use of a feminine pronoun. True, the Soulborg had a female voice and attitude, and sported a more shapely chassis than any of the other, more clunky 'male' robots had, and even had wires on the back of her head that were tied in a pony-tail…but still…a female robot?

"I'm sorry, Miss…" Iron Man stumbled over the title. "V13. How is there a female robot in an entirely robotic race? Why would you need something like that? I mean you don't--"

"I'm not sure I like your tone," V13 said, glaring as hard as her glass eyes would allow.

"Those kinds of questions are rather…" X17 hesitated. "What's the human word…personal? And the answers are what you'd call…private."

"I'm sorry," Iron Man apologized, holding his hands up. "Professional curiosity. I _am_ a scientist."

"Well, go 'science' something else, fleshy."

Without another word, X17 turned and walked away while V13 resumed her work.

Iron Man heard a chuckle from the shadows.

"Soulborgs keep to themselves," a human said, stepping into the light. "Everyone asks the same questions when they first get here. All the humans, anyway. I did. The name's Carr. Jason Carr."

He held out his hand, and Iron Man took it gratefully.

"Nice to see another human," Iron Man said. "Here, let me take this helmet off."

His mask slid down into his chest, and the rest of the helmet followed, exposing Tony Stark's head and face.

"Amazing," Carr said.

"What?"

"Oh, nothing. It's not important to you."

Iron Man and Carr began to walk down the hallway that adjoined the garage.

"Well, let me say you fought well," Carr said. "I was watching you. Not many people can scratch X17 close-range like that."

"What was up with those robots, anyway?"

"First off, call them Soulborgs," Carr corrected. "They get testy when you call them robots. I'm thinking it's like calling humans 'mammals'. Second, as near as I can tell, the original Soulborgs were built by people, actual flesh-people. I guess they had the same genders as humans, and they built the Soulborgs like that, too. Other than that, I have no idea except that it's a touchy subject."

"So that's the key, huh? Keep your mouth shut and your eyes open?"

"Exactly," Carr laughed, patting Stark on the shoulder. "You'll do fine here. I have a feeling about that."


	5. Chapter 5

Kaemon had nocked another arrow when the Silver thing had flown over. He let go prematurely, missing his orcish target. The crazed barbarian warrior bore down on him. Cursing whatever sorcery had startled him, he drew his sword and blocked the orc's clumsy thrust. He lunged forward, gutting the orc, and with one fluid motion, had sheathed his sword and drew another arrow in the next second.

"Kaemon!" The call came from the top of the hill. He fired, looked up, and saw Katsuro, pointing toward a group of Ashigaru Harquebus who had been separated from their formation. He saluted silently, and ran.

The battle was taking place on a rocky hill, scarcely more than a pile of gavel with a flat rock top. He hit the gravel at a run; gravity took care of the rest. He slid down the hill on the gravel, leaning whichever direction lent the quickest descent.

An orc ran up the hill, attempting to stop him.

Kaemon fired an arrow, but the orc managed to catch it on his shield on keep coming. Kaemon fired again almost before the first had left the quiver; this one hit its mark, scarcely managing to drop its target before he got there.

Inspiration struck.

Kaemon grabbed the shield from the still-falling orc, and jumped on it. He kneeled on the shield as it slid down the hill, firing as he went. Faster and faster he slid; he realized the foot of the hill was much too close for comfort.

He dug his sword into the ground, turning so sharply he nearly fell of. He saw the Harquebus, surrounded by three orcs.

Three.

He mentally counted the arrows left in his quiver.

Two.

He looked down. What was he kneeling on, if not a larger projectile?

In front of him, there was a rocky outcropping, much like a ramp. He aimed for it, and prayed it would work.

The next few seconds slowed down to him. He reached the ramp, and jumped off the shield in such a way that it hit the back of the nearest orc, breaking its spine. At the same time, he fired two more arrows.

They were dead before he hit the ground.

He landed in a roll, tucking in his arms and legs so as to minimize the damage. He thanked his stars he was not wearing the heavy steel armor favored by Jandar's warriors; it would surely have killed him.

He came out of the roll on his feet. He squatted for a second, panting, then got up and surveyed the battlefield.

A silver blur flew low over the retreating orc horde, occasionally letting loose blasts of white energy into the blue rabble. As he watched, he heard footsteps approach.

"What, Shiori?" He asked, recognizing the footsteps. He was fixated on the silver blur; it had ruined his aim earlier.

"Katsuro wants to know if you saw the silver being closer than he did."

"If he saw it was indeed a being, then no, he saw it closer than I."

"Do you have any idea what it is?" Shiori asked fearfully. "Is it friend or foe?"

"I hope dearly the answer is friend."

He turned to walk back up the mountain.

"Give word for the Ashigaru to fall back to the hilltop. The Imperium can carry the wounded."

"What of the silver being?"

"If it is enemy, we are preparing for another attack," Kaemon stopped and stared at the blur for a second. "An attack I do not think we would survive. If it is friend, then it will come to us."

*****

"On behalf of the Valkyrie Alliance," Jandar said, bowing slightly. "I thank you for your efforts. I wish to give you this token for taking measures above any we hoped for. Wear it to remind yourselves of the brave actions you took this day."

Jandar held out a small wooden box. In it, resting on a blue velvet pillow, were two medallions. They were hexagonal-shaped, with a strange symbol embossed and painted blue.

Spider-Man snatched his and inspected it closely, holding it up to the light, but Cap took a measured hesitance. After being offered the proverbial Key to the City, in its many forms, Spider-Man knew Cap was running out of space to put them all. He could see the patriotic warrior about to make an 'I need not be rewarded for justice' speech.

He toned it out and studied the symbol. It looked vaguely like a bearded man in a Viking helmet…somehow fitting.

"…Parker?"

"Hmm? What?"

"We're leaving for Jandar's home fortress in one hour. We'd better see if we can help speed things along."

"Oh," Spider-Man said, distractedly. "Let's go, then."

Cap walked through the camp, mulling over what had happened. The 'battle' had gone well; 'lightly defended' would be an understatement. After that huge snake thing, there was little remaining opposition. After disabling the shield, the siege managed to eliminate all of the defenders before he and Spider-Man had found their way to the outer stairs. If everything was going to be this easy, he'd be home in no time.

"So, you're Captain America?"

Cap turned toward the voice, and saw a man in World War Two fatigues, leaning against a tent. He had a katana strapped to his back, and one of his folded arms was a peculiar attachment to it. The man sucked deeply on the cigarette he held, and exhaled a cloud of smoke before getting off the tent and walking up to Cap.

"Jandar's new American poster boy, uh?" he said, looking Cap up and down with a calculating eye. "Name's Drake. Sergeant Drake."

"Captain America," Cap said, extending a hand. He tried to sound as friendly as possible. "But I'm sure you already knew that. A pleasure to meet you."

"Pleasure's all mine," Drake said, taking Cap's hand roughly. "Nice to meet a fellow American on this Godforsaken patch of dirt."

"I'm sure we will get along," Cap said, smiling his publicity-photo smile. "If I may say so, I don't think we're from the same Earth."

"Well, that's for sure."

"What time period of Earth are you from?"

Drake merely raised an eyebrow like it was the weirdest question he'd ever heard. Which, in fact, it rated about fifth-weirdest. The first was definitely when Kelda, with her natural medical curiosity…

He mentally shuddered at the memory.

"World War Two. What, uhh…period are you from?"

"On my Earth? Two thousand and seven."

"Whew. We last that long, do we?"

"Again, my Earth. My America."

"Hmmm," Drake said, exhaling smoke. "Well, I'm probably needed elsewhere. Nice talking to you."

He left without a further word.

"Huh," Spider-Man said. "Who pooped in his Wheaties?"

"I seem to have a habit of ticking off people I've never met," Cap said, watching Drake go.

"He's just mad because you've upstaged him as the perfect American warrior."

"I didn't upstage anyone."

"Yes, you did. You may not have tried, but you did."

Cap sighed. It was going to be a long trip.

*****

"Doom," Red Skull rasped. The dry, Russian-accented voice almost died in the dark and silent room. "We have a problem."

"There is no such thing as a problem for me."

"Well, Venom was seen slithering toward the enemy's encampment."

"That fool!" Doom slammed the stone table he was sitting at, cracking it. He seethed for a second. "That fool and his need to hunt down that wretched Spider-Man!"

"He won't stop," Red Skull said, leaning back in his chair. "Not while the bug is still alive. Neither will Abomination, for that matter, if you tell him Hulk is here--"

"You will not tell him," Doom hissed. "We need to be together, pool our energies, if we are to defeat the pathetic heroes. There's only the three of them--"

"Five," Red Skull said smugly. "Spies have reported a flying metal man and a silvery warrior that flies on a board. I'll give you two guesses."

"Blast," Doom said, slumping down in his chair. "Even if we had Thanos, we would be outmatched."

"Does it seem odd to you," Red Skull said ponderingly. "That almost all of us came here matched with our major enemies? Captain America for me, Hulk for Abomination, Spider-Man for Venom, and the Surfer for Thanos…almost as if someone planned it that way."

"Pah," Doom said, snatching his goblet of wine. "Good thing Richards is nowhere to be found."


End file.
